August
      5, 2008

     

    Mr.
      Michael D. Tucci

    80
      Dogwood Lane

    Rye,
      New
      York 10580

    


    
      	
            	Re:	
              Employment
                Agreement Amendment

            


    

    


    Dear
      Michael:

     

    This
      Letter Agreement confirms the understanding reached between you and Coach,
      Inc.,
      a Maryland corporation (the “Company”),
      regarding the terms of your continued employment with the Company. This Letter
      Agreement constitutes an amendment to that certain Employment Agreement by
      and
      between you and the Company dated as of November 8, 2005 (the “Employment
      Agreement”).
      This
      Letter Agreement is effective August 5, 2008. Capitalized terms used in this
      Letter Agreement and not defined herein shall have the meaning given such terms
      in the Employment Agreement.

     

    
      	 	
              1.

            	
              Employment
                Agreement Term.
                You and the Company acknowledge and agree that, notwithstanding anything
                to the contrary in the Employment Agreement, the Initial Term shall
                end on
                June 29, 2013 unless earlier terminated as provided in Section 6
                of the
                Employment Agreement. 

            


    

     

    
      	 	
              2.

            	
              Annual
                Base Salary.
                Effective as of September 1, 2008, your Annual Base Salary shall
                be
                payable at a rate of $850,000 per year. For the avoidance of doubt,
                the
                Maximum Bonus and Target Bonus with respect to any Coach fiscal year
                shall
                be calculated as a percentage of the base salary actually paid to
                you with
                respect to such fiscal year. 

            


    

     

    
      	 	
              3.

            	
              Retention
                Options.
                On August 5, 2008, or if later, the date you execute this Letter
                Agreement
                (the “Grant
                Date”),
                you shall be granted a number of Retention Options (rounded to the
                nearest
                whole number) equal to (a) $3.75 million divided by (b) the product
                of (i)
                60% and (ii) the Fair Market Value (as defined in the Coach, Inc.
                2004
                Stock Incentive Plan) of a share of Common Stock on the grant date,
                which
                shall be evidenced by a Retention Stock Option Agreement to be entered
                into by and between you and the Company in substantially the form
                attached
                hereto as Exhibit
                B.
                As set forth in Section 5(c)(ii) of the Employment Agreement, the
                Retention Options shall have an exercise price equal to the fair
                market
                value per share of Common Stock as of the Grant Date and shall have
                a term
                of 10 years. The Retention Options shall become exercisable in three
                cumulative installments as follows: (A) the first installment shall
                consist of 20% of the shares of Common Stock covered by the Retention
                Options and shall become vested and exercisable on July 2, 2011,
                (B) the
                second installment shall consist of 20% of the shares of Common Stock
                covered by the Retention Options and shall become vested and exercisable
                on June 30, 2012 and (C) the third installment shall consist of 60%
                of the
                shares of Common Stock covered by the Retention Options and shall
                become
                exercisable on June 29, 2013;
                provided,
                that, except as otherwise provided in Section 7 of the Employment
                Agreement or in the applicable Retention Stock Option Agreement,
                no
                portion of the Retention Options not then exercisable shall become
                exercisable following your termination of employment for any reason.
                

            


    

     

    
      	 	
              4.

            	
              Retention
                RSUs.
                On the Grant Date, you shall be granted a number of Retention RSUs
                (rounded to the nearest whole number) equal to (a) $3.75 million
                divided
                by (b) the Fair Market Value (as defined in the Coach, Inc. 2004
                Stock
                Incentive Plan) of a share of Common Stock on the grant date, which
                shall
                be evidenced by a Retention RSU Agreement to be entered into by and
                between you and the Company in substantially the form attached hereto
                as
                Exhibit
                C.
                The Retention RSUs shall become vested with respect to 20% of the
                Retention RSUs on each of July 2, 2011 and June 30, 2012 and with
                respect
                to 60% of the Retention RSUs on June 29, 2013; provided,
                that, except as otherwise provided in Section 7 of the Employment
                Agreement or in the Retention RSU Agreement, no Retention RSUs not
                then
                vested shall become vested following your termination of
                employment.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	 	
              5.

            	
              Competitive
                Business.
                You and the Company acknowledge and agree that the list of Competitive
                Businesses in effect as of August 5, 2008 is attached hereto as
                Exhibit
                A,
                and you and the Company acknowledge and agree that such list may
                be
                changed by the Committee in accordance with the terms of the Employment
                Agreement.

            


    

     

    
      	 	
              6.

            	
              Employment
                Agreement.
                You and the Company acknowledge and agree that, except as provided
                by this
                Letter Agreement, the Employment Agreement shall remain in full force
                and
                effect.

            


    

     

    
      	 	
              7.

            	
              Section
                409A.
                You and the Company acknowledge and agree that, to the extent applicable,
                this Letter Agreement shall be interpreted in accordance with, and
                you and
                the Company agree to use best efforts to achieve timely compliance
                with,
                Section 409A of the Internal Revenue Code and the Department of Treasury
                Regulations and other interpretive guidance issued thereunder
                (collectively, “Section
                409A”),
                including without limitation any such regulations or other guidance
                that
                may be issued after the date hereof. Notwithstanding any provision
                of this
                Letter Agreement to the contrary, in the event that the Company determines
                that any compensation or benefits payable or provided under this
                Letter
                Agreement may be subject to Section 409A, the Company may adopt (without
                any obligation to do so or to indemnify you for failure to do so)
                such
                limited amendments to this Letter Agreement and appropriate policies
                and
                procedures, including amendments and policies with retroactive effect,
                that the Company reasonably determines are necessary or appropriate
                to (a)
                exempt the compensation and benefits payable under this Letter Agreement
                from Section 409A and/or preserve the intended tax treatment of the
                compensation and benefits provided with respect to this Letter Agreement
                or (b) comply with the requirements of Section 409A. Notwithstanding
                anything herein to the contrary, if at the time of your termination
                of
                employment you are a “specified employee” as defined in Section 409A (and
                any related regulations or other pronouncements thereunder) and the
                deferral of any payments otherwise payable hereunder as a result
                of such
                termination of employment is necessary in order to prevent any accelerated
                or additional tax under Section 409A, then the Company shall defer
                such
                payments (without any reduction in such payments ultimately paid
                or
                provided to you) until the date that is six months following your
                termination of employment (or the earliest date as is permitted under
                Section 409A).

            


    

     

    [signature
      page follows]

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Please
      indicate your acceptance of the terms and provisions of this Letter Agreement
      by
      signing both copies of this Letter Agreement and returning one copy to me.
      The
      other copy is for your files. By signing below, you acknowledge and agree that
      you have carefully read this Letter Agreement in its entirety; fully understand
      and agree to its terms and provisions; and intend and agree that it be final
      and
      legally binding on you and the Company. This Letter Agreement shall be governed
      and construed under the internal laws of the State of New York and may be
      executed in several counterparts.

     

    Very
      truly yours,

     

    COACH,
      INC.

     

     

    


    By:
      _________________________________

          
      Sarah Dunn

          
      Senior VP, Human Resources

     

    


     

     

    Agreed
      and Accepted:

     

    ____________________________________

    Michael
      Tucci

    
       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    


    Exhibit
      A

    


    Competitive
      Businesses

     

    The
      following entities, together with their respective subsidiaries, parent entities
      and other affiliates, have been designated by the Committee as Competitive
      Businesses as of August 5, 2008: American Eagle Outfitters, Inc.; Burberry
      Group
      PLC; Club 21 Retail Holdings Pte. Ltd.; Nike, Inc.; Gap, Inc.; Gucci Group/PPR;
      J. Crew Group, Inc.; Jones Apparel Group. Inc.; Kenneth Cole Productions, Inc.;
      Limited Brands, Inc.; Liz Claiborne, Inc.; LVMH Moet Hennessy Louis Vuitton
      SA;
      Michael Kors (USA), Inc.; Philips Van Heusen Corporation; Polo Ralph Lauren
      Corporation; Prada S.p.A.; The Timberland Company; Tommy Hilfiger Corporation;
      Tory Burch LLC; Tumi, Inc.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    Exhibit
      B

    


    COACH,
      INC.

    2004
      Stock Incentive Plan

    Retention
      Option Grant Notice and Agreement

     

    Michael
      Tucci

     

    Coach,
      Inc. (the “Company”)
      is
      pleased to confirm that you have been granted a stock option (the “Option”),
      effective as of August
      5,
      2008 (the “Grant
      Date”),
      as
      provided in this agreement (the “Agreement”).
      The
      Option evidenced by this Agreement is the “Retention
      Option”
as
      defined in that certain Employment Agreement entered into by and between you
      and
      the Company effective as of August 5, 2008 (the “Employment
      Agreement”).

    


    1. Option
      Right.
      Your
      Option is to purchase, on the terms and conditions set forth below, the
      following number of shares (the “Option
      Shares”)
      of the
      Company’s Common Stock, par value $.01 per share (the “Common
      Stock”),
      at
      the exercise price specified below (the “Exercise
      Price”).

     

    
      	 	
              Number
                of Option Shares

            	 	
              Exercise
                Price Per

              Option
                Share

            
	
              Shares
                Granted

            	
              [  
                 ]1

            	 	
              [   
                ]

            


    

    


    2. Option.
      This
      Option is a non-qualified stock option that is intended to conform in all
      respects with the Company’s 2004 Stock Incentive Plan (the “Plan”),
      a
      copy of which will be supplied to you upon your request, and the provisions
      of
      which are incorporated herein by reference. This Option is not intended to
      qualify as an incentive stock option within the meaning of Section 422 of the
      Internal Revenue Code of 1986, as amended.

     

    3. Expiration
      Date.
      This
      Option expires on the tenth (10th) anniversary of the Grant Date (the
“Expiration
      Date”),
      subject to earlier expiration upon your death, disability or other termination
      of employment, as provided in Section 5 below.

     

    4. Vesting.
      This
      Option may be exercised only to the extent it has vested. Subject to Section
      5
      below, if you are continuously employed by the Company or any of its affiliates
      (collectively, the “Coach
      Companies”)
      from
      the Grant Date until (a) July 2, 2011, this Option will vest with respect to
      20%
      of the Option Shares as of such date, (b) June 30, 2012, this Option will vest
      with respect to 20% of the Option Shares as of such date, and (c) June 29,
      2013,
      this Option will vest with respect to the remaining 60% of the Option Shares
      as
      of such date.

    
      
        

          

        

        
          
            1 
              Number
              (rounded to the nearest whole number) equal to (a) $3.75 million divided
              by (b)
              the product of (i) 60% and (ii) the Fair Market Value (as defined in
              the Coach,
              Inc. 2004 Stock Incentive Plan) of a share of Common Stock on the Grant
              Date.

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    5. Termination
      of Employment.

     

    (a) Death
      or Disability.
      If you
      cease active employment with the Company because of your death or “Disability”
(as
      defined in the Employment Agreement), any portion of this Option that is not
      vested and exercisable as of the date of such termination shall thereupon be
      forfeited; provided,
      that in
      the alternative the Human Resources Committee (the “Committee”)
      of the
      Company’s Board of Directors may, in its sole discretion, cause all or any
      portion of this Option then held by you to become vested and exercisable
      effective as of the date of such termination. In the event that your employment
      terminates due to your death or Disability, the last day on which any vested
      Options may be exercised shall be the earlier of (i) the Expiration Date, or
      (ii) the fifth anniversary of your death or Disability.

     

    (b) Termination
      without Cause or for Good Reason.
      Except
      as otherwise provided in Section 5(d) with respect to certain terminations
      of
      employment in connection with a Change in Control, if your employment is
      terminated by the Company without “Cause”
(as
      defined in the Employment Agreement) or by you for “Good
      Reason”
(as
      defined in the Employment Agreement), then (i) any portion of this Option that
      is not vested and exercisable as of the date of such termination shall continue
      to become exercisable as of the dates set forth in Section 4 and (ii) the last
      day on which this Option may be exercised shall be the Expiration
      Date.

     

    (c) Termination
      for Cause or without Good Reason.
      If your
      employment is terminated by the Company for Cause or by you without Good Reason
      (including without limitation by reason of your retirement), then (i) any
      portion of this Option that is not vested and exercisable as of the date of
      such
      termination shall thereupon be forfeited and (ii) the vested portion of this
      Option shall terminate (A) if your employment is terminated by the Company
      for
      Cause, then this Option shall terminate on the date your employment terminates,
      (B) if your employment is terminated by you without Good Reason (including
      without limitation by reason of your retirement) prior to June 29, 2013, then
      this Option shall terminate on the earlier of (x) the Expiration Date, or
      (y) the 90th
      day
      following the date of your termination of employment, or (C) if your employment
      is terminated by you without Good Reason (including without limitation by reason
      of your retirement) on or following June 29, 2013, then this Option shall
      terminate on the Expiration Date.

     

    (d) Certain
      Terminations of Employment in connection with a Change in
      Control.
      Notwithstanding Section 5(b), if your employment is terminated by the Company
      without Cause or by you for Good Reason within six months prior to a
“Change
      in Control”
(as
      defined in the Employment Agreement) or during the 12 month period immediately
      following such Change in Control, then (i) this Option shall become fully vested
      and exercisable with respect to all shares subject thereto effective immediately
      prior to the date of such termination, and (ii) the last day on which this
      Option may be exercised shall be the Expiration Date.

     

    6. Exercise.
      This
      Option may be exercised (subject to the restrictions contained in this
      Agreement) in whole or in part for the number of shares specified in a verbal
      or
      written notice that is delivered to the Company or its designated agent and
      is
      accompanied by full payment of the Exercise Price for such number of Option
      Shares in cash, or by surrendering or attesting to the ownership of shares
      of
      Common Stock, or a combination of cash and shares of Common Stock, in an amount
      or having a combined value equal to the aggregate Exercise Price for such Option
      Shares. In connection with any payment of the Exercise Price by surrender or
      attesting to the ownership of shares of Common Stock, proof acceptable to the
      Company shall be submitted upon request that such previously acquired shares
      have been owned by you for at least six (6) months prior to the date of
      exercise.

    
       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

      

    

    7. Forfeiture.
      Notwithstanding anything contained in this Agreement to the contrary, this
      Option shall be subject to Section 11 of the Employment Agreement. Accordingly,
      if you (a) violate any of the covenants set forth in Section 9(a) or 9(b) of
      the
      Employment Agreement, or (b) materially violate any of the covenants set forth
      in Section 9(c), 9(e) or 9(f) of the Employment Agreement, then pursuant to
      Section 11 of the Employment Agreement, then (i) any portion of this Option
      that
      has not been exercised prior to the date of such breach shall thereupon be
      forfeited and (ii) you shall be required to pay to the Company the amount of
      all
      Retention Option Gain (as defined in the Employment Agreement). You shall also
      be required to pay to the Company the amount of all Retention Option Gain upon
      the occurrence of those certain events described in Section 11(b) of the
      Employment Agreement.

     

    8. Rights
      as a Stockholder.
      You
      will have no right as a stockholder with respect to any Option Shares until
      and
      unless ownership of such Option Shares has been transferred to you.

     

    9. Option
      Not Transferable.
      This
      Option will not be assignable or transferable by you, other than by a qualified
      domestic relations order or by will or by the laws of descent and distribution,
      and will be exercisable during your lifetime only by you (or your legal guardian
      or personal representative). If this Option remains exercisable after your
      death, subject to Sections 1, 5 and 6 above, it may be exercised by the personal
      representative of your estate or by any person who acquires the right to
      exercise such Option by bequest, inheritance or otherwise by reason of your
      death.

     

    10. Transferability
      of Option Shares.
      Option
      Shares generally are freely tradable in the United States. However, you may
      not
      offer, sell or otherwise dispose of any Option Shares in a way which would:
      (a)
      require the Company to file any registration statement with the Securities
      and
      Exchange Commission (or any similar filing under state law or the laws of any
      other country) or to amend or supplement any such filing or (b) violate or
      cause
      the Company to violate the Securities Act of 1933, as amended, the rules and
      regulations promulgated thereunder, any other state or federal law, or the
      laws
      of any other country. The Company reserves the right to place restrictions
      required by law on Common Stock received by you pursuant to this
      Option.

     

    11. Conformity
      with the Plan.
      This
      Option is intended to conform in all respects with, and is subject to applicable
      provisions of, the Plan. Inconsistencies between this Agreement and the Plan
      shall be resolved in accordance with the terms of the Plan. By your acceptance
      of this Agreement, you agree to be bound by all of the terms of this Agreement
      and the Plan.

    
      
         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

           

        

      

    

    12. No
      Rights to Continued Employment.
      Nothing
      in this Agreement confers any right on you to continue in the employ of the
      Coach Companies or affects in any way the right of any of the Coach Companies
      to
      terminate your employment at any time with or without cause.

     

    13. Miscellaneous.

     

    (a) Amendment
      or Modifications.
      The
      grant of this Option is documented by the minutes of the Committee, which
      records are the final determinant of the number of shares granted and the
      conditions of this grant. The Committee may amend or modify this Option in
      any
      manner to the extent that the Committee would have had the authority under
      the
      Plan initially to grant such Option, provided that no such amendment or
      modification shall directly or indirectly impair or otherwise adversely affect
      your rights under this Agreement without your prior written consent. Except
      as
      in accordance with the two immediately preceding sentences, this Agreement
      may
      be amended, modified or supplemented only by an instrument in writing signed
      by
      both parties hereto.

     

    (b) Governing
      Law.
      All
      matters regarding or affecting the relationship of the Company and its
      stockholders shall be governed by the General Corporation Law of the State
      of
      Maryland. All other matters arising under this Agreement shall be governed
      by
      the internal laws of the State of New York, including matters of validity,
      construction and interpretation. You and the Company agree that all claims
      in
      respect of any action or proceeding arising out of or relating to this Agreement
      shall be heard or determined in any state or federal court sitting in New York,
      New York and you and the Company agree to submit to the jurisdiction of such
      courts, to bring all such actions or proceedings in such courts and to waive
      any
      defense of inconvenient forum to such actions or proceedings. A final judgment
      in any action or proceeding so brought shall be conclusive and may be enforced
      in any manner provided by law. Notwithstanding the foregoing, any matter also
      covered by, or dependent upon any interpretation under, the Employment Agreement
      shall be resolved pursuant to the arbitration provisions of Section 20
      thereof.

     

    (c) Successors
      and Assigns.
      Except
      as otherwise provided herein, this Agreement will bind and inure to the benefit
      of the respective successors and permitted assigns and heirs and legal
      representatives of the parties hereto whether so expressed or not.

     

    (d) Severability.
      Whenever feasible, each provision of this Agreement will be interpreted in
      such
      manner as to be effective and valid under applicable law, but if any provision
      of this Agreement is held to be prohibited by or invalid under applicable law,
      such provision will be ineffective only to the extent of such prohibition or
      invalidity, without invalidating the remainder of this Agreement.

    
      
         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

           

        

      

    

    14. Section
      409A.
      The
      parties acknowledge and agree that, to the extent applicable, this Agreement
      shall be interpreted in accordance with, and the parties agree to use their
      best
      efforts to achieve timely compliance with Section 409A of the Internal Revenue
      Code of 1986, as amended, and the Department of Treasury Regulations and other
      interpretive guidance issued thereunder (“Section
      409A”),
      including
      without limitation any such regulations or other guidance that may be issued
      after the date hereof. Notwithstanding
      any provision of this Agreement to the contrary, in the event that the Company
      determines that any amounts payable hereunder may
      be
      subject to Section 409A, the Company may adopt (without any obligation to do
      so
      or to indemnify you for failure to do so) such limited amendments
      to this
      Agreement
      and
      appropriate policies and procedures, including amendments and policies with
      retroactive effect, that the Company reasonably determines are necessary or
      appropriate to (a) exempt the compensation and benefits payable under this
      Agreement from Section 409A and/or preserve the intended tax treatment of the
      compensation and benefits provided with respect to this Agreement or (b) comply
      with the requirements of Section 409A. Notwithstanding
      anything herein to the contrary, if at the time of your termination of
      employment you are a “specified employee” as defined in Section 409A (and any
      related regulations or other pronouncements thereunder) and the deferral of
      any
      payments otherwise payable hereunder as a result of such termination of
      employment is necessary in order to prevent any accelerated or additional tax
      under Section 409A, then the Company shall defer such payments (without any
      reduction in such payments ultimately paid or provided to you) until the date
      that is six months following your termination of employment (or the earliest
      date as is permitted under Section 409A).

     

    [signature
      page follows]

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    In
      witness whereof, the parties hereto have executed and delivered this
      agreement.

     

    COACH,
      INC.

     

    ______________________________________________

    Sarah
      Dunn

    Senior
      Vice President, Human Resources

     

    Date:
      August 5, 2008

     

    I
      acknowledge that I have read and understand the terms and conditions of this
      Agreement and of the Plan and I agree to be bound thereto.

     

    


     

    OPTIONEE:

     

     

     

    ______________________________________________

    Michael
      Tucci

     

    Employee
      ID#: ________________________________________

     

    Date:
      August 5, 2008

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    

      EXHIBIT
        C

       

    

    COACH,
      INC.

    2004
      Stock Incentive Plan

    Retention
      Restricted Stock Unit Award Grant Notice and Agreement

     

    Michael
      Tucci

     

    Coach,
      Inc. (the “Company”)
      is
      pleased to confirm that you have been granted a restricted stock unit award
      (the
“Award”),
      effective as of August 5, 2008 (the “Award
      Date”),
      as
      provided in this agreement (the “Agreement”)
      pursuant to the Coach, Inc. 2004 Stock Incentive Plan (the “Plan”).
      The
      restricted stock units (“RSUs”)
      subject to this Award are the “Retention
      RSUs”
as
      defined in that certain Employment Agreement entered into by and between you
      and
      the Company effective as of August 5, 2008 (the “Employment
      Agreement”).

    


    1. Award.
      Subject
      to the restrictions, limitations and conditions as described below, the Company
      hereby awards to you as of the Award Date:

     

    [  
       ]2 
      RSUs

     

    which
      are
      considered Awards of Restricted Stock under the Plan. Each RSU represents the
      right to receive one share of Coach, Inc. common stock upon the satisfaction
      of
      terms and conditions set forth in this Agreement and the Plan. While the
      restrictions are in effect, the RSUs are not transferable by the Participant
      by
      means of sale, assignment, exchange, pledge, or otherwise.

     

    2. Vesting.
      The
      RSUs will remain restricted and may not be sold or transferred by you until
      they
      have become vested pursuant to the terms of this Agreement. Subject to Section
      4
      below (a) 20% of the RSUs shall become vested on each of July 2, 2011 and June
      30, 2012 and (b) the remaining 60% of the RSUs shall become vested on June
      29,
      2013. Each of July 2, 2011, June 30, 2012 and June 29, 2013 shall be referred
      to
      herein as a “Vesting
      Date.”

     

    3. Distribution
      of the Award.
      As soon
      as reasonably practicable following each Vesting Date, the Human Resources
      Committee (the “Committee”)
      of the
      Company’s Board of Directors will release the portion of the Award that has
      become vested as of such Vesting Date. Applicable withholding taxes will be
      settled by withholding a number of shares of Coach, Inc. common stock with
      a
      market value equal to the amount of such taxes (as determined based on the
      minimum statutory withholding rates then in effect) or by remitting a cash
      payment to the Company in the amount necessary to satisfy applicable withholding
      obligations (or by a combination of the foregoing).

     

    
      

      
        2     
          Number
          (rounded to the nearest whole number) equal to (a) $3.75 million divided
          by (b)
          the Fair Market Value (as defined in the Coach, Inc. 2004 Stock Incentive
          Plan)
          of a share of Common Stock on the Award Date.

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    4. Termination
      of Employment.

     

    (a) Death
      or Disability.
      If you
      cease active employment with the Company because of your death or “Disability”
(as
      defined in the Employment Agreement), any portion of the Award that has not
      become vested on or prior to the date of such termination shall thereupon be
      forfeited; provided,
      that in
      the alternative the Committee may, in its sole discretion, cause all or any
      portion of the Award to become vested effective as of the date of such
      termination.

     

    (b) Termination
      without Cause or for Good Reason.
      Except
      as otherwise provided in Section 4(d) with respect to certain terminations
      of
      employment in connection with a Change in Control, if your employment is
      terminated by the Company without “Cause”
(as
      defined in the Employment Agreement) or by you for “Good
      Reason”
(as
      defined in the Employment Agreement), then any portion of the Award that has
      not
      become vested on or prior to the date of such termination shall continue to
      become vested as of the dates set forth in Section 2.

     

    (c) Termination
      for Cause or without Good Reason.
      If your
      employment is terminated by the Company for Cause or by you without Good Reason
      (including without limitation by reason of your retirement), then any portion
      of
      the Award that has not become vested on or prior to the date of such termination
      shall thereupon be forfeited.

     

    (d) Certain
      Terminations of Employment in connection with a Change in
      Control.
      Notwithstanding Section 4(b), if your employment is terminated by the Company
      without Cause or by you for Good Reason within six months prior to a
“Change
      in Control”
(as
      defined in the Employment Agreement) or during the 12 month period immediately
      following such Change in Control, then the Award shall become fully vested
      effective immediately prior to the date of such termination.

     

    5. Forfeiture.
      Notwithstanding anything contained in this Agreement to the contrary, the Award
      shall be subject to Section 11 of the Employment Agreement. Accordingly, if
      you
      (a) violate any of the covenants set forth in Section 9(a) or 9(b) of the
      Employment Agreement, or (b) materially violate any of the covenants set forth
      in Section 9(c), 9(e) or 9(f) of the Employment Agreement, then pursuant to
      Section 11 of the Employment Agreement (i) any portion of the Award that has
      not
      become vested prior to the date of such breach shall thereupon be forfeited
      and
      (ii) you shall be required to pay to the Company the amount of all “Retention
      R SU Gain”
(as
      defined in the Employment Agreement). You shall also be required to pay to
      the
      Company the amount of all Retention RSU Gain upon the occurrence of those
      certain events described in Section 11(b) of the Employment
      Agreement.

     

    6. Award
      Not Transferable.
      The
      Award will not be assignable or transferable by you, other than by a qualified
      domestic relations order or by will or by the laws of descent and distribution,
      and will be exercisable during your lifetime only by you (or your legal guardian
      or personal representative).

     

    7. Transferability
      of Award Shares.
      The
      shares you will receive under the Award on or following the applicable Vesting
      Date generally are freely tradable in the United States. However, you may not
      offer, sell or otherwise dispose of any shares in a way which would:
      (a) require the Company to file any registration statement with the
      Securities and Exchange Commission (or any similar filing under state law or
      the
      laws of any other country) or to amend or supplement any such filing or (b)
      violate or cause the Company to violate the Securities Act of 1933, as amended,
      the rules and regulations promulgated thereunder, any other state or federal
      law, or the laws of any other country. The Company reserves the right to place
      restrictions required by law on any shares of Coach, Inc. common stock received
      by you pursuant to the Award.

    
       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

         

      

    

    8. Conformity
      with the Plan.
      The
      Award is intended to conform in all respects with, and is subject to applicable
      provisions of, the Plan. Inconsistencies between this Agreement and the Plan
      shall be resolved in accordance with the terms of the Plan. By your acceptance
      of this Agreement, you agree to be bound by all of the terms of this Agreement
      and the Plan.

     

    9. No
      Rights to Continued Employment.
      Nothing
      in this Agreement confers any right on you to continue in the employ of the
      Coach Companies or affects in any way the right of any of the Coach Companies
      to
      terminate your employment at any time with or without cause.

     

    10. Miscellaneous.

     

    (a) Amendment
      or Modifications.
      The
      grant of the Award is documented by the minutes of the Committee, which records
      are the final determinant of the number of shares granted and the conditions
      of
      this grant. The Committee may amend or modify the Award in any manner to the
      extent that the Committee would have had the authority under the Plan initially
      to grant such Award, provided that no such amendment or modification shall
      directly or indirectly impair or otherwise adversely affect your rights under
      this Agreement without your prior written consent. Except as in accordance
      with
      the two immediately preceding sentences, this Agreement may be amended, modified
      or supplemented only by an instrument in writing signed by both parties
      hereto.

     

    (b) Governing
      Law.
      All
      matters regarding or affecting the relationship of the Company and its
      stockholders shall be governed by the General Corporation Law of the State
      of
      Maryland. All other matters arising under this Agreement shall be governed
      by
      the internal laws of the State of New York, including matters of validity,
      construction and interpretation. You and the Company agree that all claims
      in
      respect of any action or proceeding arising out of or relating to this Agreement
      shall be heard or determined in any state or federal court sitting in New York,
      New York and you and the Company agree to submit to the jurisdiction of such
      courts, to bring all such actions or proceedings in such courts and to waive
      any
      defense of inconvenient forum to such actions or proceedings. A final judgment
      in any action or proceeding so brought shall be conclusive and may be enforced
      in any manner provided by law. Notwithstanding the foregoing, any matter covered
      by, or dependent upon any interpretation under, the Employment Agreement shall
      be resolved pursuant to the arbitration provisions of Section 20
      thereof.

     

    (c) Successors
      and Assigns.
      Except
      as otherwise provided herein, this Agreement will bind and inure to the benefit
      of the respective successors and permitted assigns and heirs and legal
      representatives of the parties hereto whether so expressed or not.

    
       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

         

      

    

    (d) Severability.
      Whenever feasible, each provision of this Agreement will be interpreted in
      such
      manner as to be effective and valid under applicable law, but if any provision
      of this Agreement is held to be prohibited by or invalid under applicable law,
      such provision will be ineffective only to the extent of such prohibition or
      invalidity, without invalidating the remainder of this Agreement.

     

    11. Section
      409A.
      The
      parties acknowledge and agree that, to the extent applicable, this Agreement
      shall be interpreted in accordance with, and the parties agree to use their
      best
      efforts to achieve timely compliance with Section 409A of the Internal Revenue
      Code of 1986, as amended, and the Department of Treasury Regulations and other
      interpretive guidance issued thereunder (“Section
      409A”),
      including
      without limitation any such regulations or other guidance that may be issued
      after the date hereof. Notwithstanding
      any provision of this Agreement to the contrary, in the event that the Company
      determines that any amounts payable hereunder may
      be
      subject to Section 409A, the Company may adopt (without any obligation to do
      so
      or to indemnify you for failure to do so) such limited amendments
      to this
      Agreement
      and
      appropriate policies and procedures, including amendments and policies with
      retroactive effect, that the Company reasonably determines are necessary or
      appropriate to (a) exempt the compensation and benefits payable under this
      Agreement from Section 409A and/or preserve the intended tax treatment of the
      compensation and benefits provided with respect to this Agreement or (b) comply
      with the requirements of Section 409A. Notwithstanding
      anything herein to the contrary, if at the time of your termination of
      employment you are a “specified employee” as defined in Section 409A (and any
      related regulations or other pronouncements thereunder) and the deferral of
      any
      payments otherwise payable hereunder as a result of such termination of
      employment is necessary in order to prevent any accelerated or additional tax
      under Section 409A, then the Company shall defer such payments (without any
      reduction in such payments ultimately paid or provided to you) until the date
      that is six months following your termination of employment (or the earliest
      date as is permitted under Section 409A).

     

    [signature
      page follows]

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    In
      witness whereof, the parties hereto have executed and delivered this
      agreement.

     

    COACH,
      INC.

     

     

    ______________________________________________

    Sarah
      Dunn

    Senior
      Vice President, Human Resources

     

    Date:
      August 5, 2008

     

    I
      acknowledge that I have read and understand the terms and conditions of this
      Agreement and of the Plan and I agree to be bound thereto.

     

    


     

    AWARD
      RECIPIENT:

     

     

    ______________________________________________

    Michael
      Tucci

     

    Employee
      ID#:_________________________________________ 

     

    Date:
      August 5, 2008

     

     

    
      
        
        

      

      
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